Aardvark Capital and 2766604 Ontario Ltd. Execute Business Combination Agreement for Proposed Qualifying Transaction and Announce Upsizing of Previously Announced Private Placement of Subscription Receipts

Toronto, Ontario–(Newsfile Corp. – December 24, 2021) – Aardvark Capital Corp. (TSXV: ACCA.P) (the “Company“) and 2766604 Ontario Ltd. (“GoldCo“, and together with the Company, the “Parties“) are pleased to announce that they have entered into a definitive business combination agreement dated December 24, 2021 (the “Business Combination Agreement“) in respect of the previously-announced arm’s length Qualifying Transaction (the “Qualifying Transaction“), as such term is defined in Policy 2.4 – Capital Pool Companies (the “Policy“) of the TSX Venture Exchange (the “TSXV“) Corporate Finance Manual (the “Manual“). In addition, the Parties are pleased to announce that, due to strong investor demand, GoldCo has increased the maximum size of its previously announced private placement (the “Concurrent Financing“) of subscription receipts of GoldCo, and now intends to complete the Concurrent Financing for maximum aggregate gross proceeds of approximately C$16,000,000. Further details of the Qualifying Transaction and the Concurrent Financing may be found in the prior news releases of the Company dated July 16, 2021, October 12, 2021, and November 8, 2021.

The Business Combination Agreement

Under the terms of the Business Combination Agreement, the Qualifying Transaction will be completed by way of a three-cornered amalgamation under the Business Corporations Act (Ontario) (the “OBCA“), among the Company, GoldCo, and 1000031859 Ontario Inc., a wholly-owned subsidiary of the Company incorporated for the purpose of completing the amalgamation (the “Amalgamation“). Pursuant to the Amalgamation, among other things:

1. each common share of GoldCo (each, a “GoldCo Share“) outstanding immediately prior to the effective time (the “Effective Time“) of the closing of the Qualifying Transaction that is held by a shareholder of GoldCo (a “GoldCo Shareholder“), other than Dissenting GoldCo Shares (as defined below) held by Dissenting GoldCo Shareholders (as defined below), will be exchanged for one (1) Post-Consolidation Common Share (as defined below); and

2. all convertible securities of GoldCo outstanding immediately prior to the Effective Time (being, the outstanding incentive stock options of GoldCo and the non-transferable compensation options of GoldCo issued in connection with the Concurrent Financing (as defined below)), will be cancelled and replaced with equivalent convertible securities of the Company entitling the holders thereof to acquire Post-Consolidation Common Shares in lieu of GoldCo Shares.

Each GoldCo Share outstanding immediately prior to the Effective Time that is held by a GoldCo Shareholder who has validly exercised dissent rights (a “Dissenting GoldCo Share“) in respect of the Amalgamation (such GoldCo Shareholder, a “Dissenting GoldCo Shareholder“) will become an entitlement to be paid the fair value of such GoldCo share by GoldCo pursuant to the OBCA.

The Amalgamation will result in the reverse takeover of the Company by the GoldCo Shareholders. Following the completion of the Qualifying Transaction, the Company, as the issuer resulting therefrom (the “Resulting Issuer“), is expected to carry on the current business of GoldCo under the name “Paycore Minerals Inc.” or such other name as may be determined by GoldCo and be acceptable to the applicable regulatory authorities. The business of the Resulting Issuer will be primarily focused on mineral exploration and development of the FAD Property (as defined below).

As of the date hereof, the FAD Property is 100%-owned by Waterton Nevada Splitter, LLC, Waterton Nevada Splitter II, LLC, and FAD Mining Company LLC (collectively, “Waterton“), each being a limited liability company organized under the laws of the State of Nevada. All of the securities of FAD Mining Company, LLC are held by Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC. Waterton Nevada Splitter, LLC and Waterton Nevada Splitter II, LLC are each owned by a variety of entities, with the ultimate controlling persons being Waterton Precious Metals Fund II Cayman, LP and Waterton Mining Parallel Fund Onshore Master, LP, respectively, each of which are private equity funds managed by Waterton Global Resource Management, Inc., a private equity general partner firm headquartered in Toronto, Ontario.

Concurrently with the completion of the Qualifying Transaction GoldCo, through its wholly-owned subsidiary, Golden Hill Mining LLC (“Golden Hill“), will exercise its option to acquire a 100% ownership interest in the FAD Property from Waterton pursuant to the terms of the master transaction agreement dated March 31, 2021 (as amended, the “Option Agreement“) between Waterton, Golden Hill and GoldCo as amended from time to time. It is currently contemplated that the consideration payable for the acquisition of the FAD Property consists of:

1. a cash payment in the amount of US$5,000,000;
2. such number of common shares of the Resulting Issuer (the “Resulting Issuer Shares“, and the Resulting Issuer Shares issued to Waterton, the “Payment Shares“) as is equal to the greater of (a) that number of Payment Shares such that Waterton would hold 35% of the issued and outstanding Resulting Issuer Shares (on a non-diluted basis) following the closing of the Qualifying Transaction and the Concurrent Financing and after giving effect to the issuance of the Payment Shares, and (b) such number of Resulting Issuer Shares as is equal to US$15,000,000 divided by the United States dollar equivalent of the issue price per subscription receipt of GoldCo in the Concurrent Financing; and
3. the grant to Waterton of a contingent value right to receive certain staggered cash payments, in the aggregate amount of not less than US$22 million in accordance with the terms of a contingent value rights agreement (the “CVR Agreement“) to be entered into by Waterton and the Resulting Issuer, as more particularly described below.

In addition to the above consideration, on the first business day following the first five trading days of the Resulting Issuer Shares on the TSXV following the completion of the Qualifying Transaction (the “True-Up Calculation Date“), Waterton is entitled to (i) one additional Resulting Issuer Share purchase warrant (each, a “Payment Warrant“) for each two Payment Shares (and any True-Up Shares (as defined below), if issued) issued, with each Payment Warrant exercisable to purchase one Resulting Issuer Share until the date that is three years following the closing date of the Qualifying Transaction, at an exercise price equal to the lesser of (A) a 30% premium to the volume weighted average price per Resulting Issuer Share for the first five trading days of the Resulting Issuer Shares on the TSXV following the closing date of the Qualifying Transaction, and (B) C$2.73 (being a 30% premium to the issue price per subscription receipt of GoldCo in the Concurrent Financing), in each case multiplied by the United States dollar equivalent, calculated as of the last business day immediately preceding the closing date of the Qualifying Transaction, and (ii) subject to compliance with the policies of the TSXV, additional Payment Shares (the “True-Up Shares“) equal to the difference, if negative, of (A) the number of Payment Shares and (B) the number of Resulting Issuer Shares equal to US$15,000,000 divided by the United States dollar equivalent of the volume weighted average price per Resulting Issuer Share for the first five trading days of the Resulting Issuer Shares on the TSXV prior to the True-Up Calculation Date.

CVR Agreement

Pursuant to concurrent form of the CVR Agreement, following completion of the acquisition of the FAD Property, Waterton will be entitled to receive milestone payments (the “Milestone Payments“) upon the achievement of the following milestones: (i) the completion of a qualifying mineral resource estimate in respect of any portion of the FAD Property (the “First Milestone“); (ii) the completion of a qualifying preliminary economic assessment, prefeasibility study or feasibility study that describes the economics of any portion of the FAD Property (“Second Milestone“); and (iii) the earlier of the public disclosure of the commencement of certain qualifying mine development on any portion of the FAD Property, or the application for certain specified permits necessary to develop any portion of the FAD Property for mine development purposes (the “Third Milestone“). The First Milestone payment amount equals the greater of: (i) US$7.50 per gold equivalent ounce in the qualifying resource estimate, and (ii) US$7,000,000. The Second Milestone payment amount equals the greater of: (i) US$7.50 per gold equivalent ounce in the qualifying resource estimate, and (ii) US$7,500,000. The Third Milestone payment amount equals US$7,500,000.

The form of CVR Agreement currently provides that (i) each Milestone Payment may be paid by the Resulting Issuer in a combination of cash and/or Resulting Issuer Shares, provided that no more than 50% of a Milestone Payment may consist of Resulting Issuer Shares, (ii) the number of Resulting Issuer Shares that may be issued under each Milestone Payment will be subject to a maximum limit, equal to the difference between (A) the aggregate number of Resulting Issuer Shares (including, any Resulting Issuer Shares issuable on exercise of any convertible securities of the Resulting Issuer) then beneficially owned by Waterton and its affiliates, and (B) the number of Resulting Issuer Shares equal to 19.99% of the then issued and outstanding Resulting Issuer Shares, and (iii) the Resulting Issuer must pay the applicable Milestone Payment(s) entirely in cash in the event that Waterton and its affiliates beneficially own more than 19.99% of the issued and outstanding Resulting Issuer Shares (including any Resulting Issuer Shares issuable on exercise of any convertible securities of the Resulting Issuer) at the time that the applicable Milestone Payment becomes due and payable.

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The number of any Resulting Shares to be issued pursuant to the CVR Agreement to satisfy a Milestone Payment will be determined, in each case, by dividing (i) the dollar amount of the portion of the applicable Milestone Payment by (ii) the United States dollar equivalent (based on a specified currency exchange rate in effect on the business day immediately preceding any proposed issuance of Resulting Issuer Shares) of the Canadian dollar volume-weighted average trading price per Resulting Issuer Shares on the TSXV for the five trading days ending on the trading day immediately prior to the payment date of the applicable Milestone Payment.

Investor Rights Agreement

Upon exercising the Option and acquiring the FAD Property, the Resulting Issuer and Waterton are expected to enter into an investor rights agreement, pursuant to which the Resulting Issuer will grant certain governance, registration and other rights to Waterton for so long as Waterton (or any designee or permitted transferee of Waterton) continues to beneficially own at least 10% of the Resulting Issuer Shares, on a partially-diluted basis.

Upon completion of the exercise of the option, the FAD Property will become 100%-owned by the Resulting Issuer, through Golden Hill, and will constitute the Resulting Issuer’s “material property” for purposes of applicable Canadian securities laws.

No deposit or advance has been made by Aardvark to GoldCo in connection with the Qualifying Transaction.

In connection with the review of the Qualifying Transaction, the TSXV has requested, among other things, certain amendments to the terms of the consideration payable under the Option Agreement and the form of CVR Agreement including, without limitation, providing for a maximum number of True-Up Shares and True-Up Warrants that may be issuable to Waterton, as well as providing for a maximum number of Resulting Issuer Shares that may be issuable in satisfaction of any Milestone Payments and setting a minimum exercise price for the True-Up Warrants, in each case, in accordance with the requirements of the TSXV. GoldCo is currently in discussions with Waterton to address the comments from the TSXV.

Consolidation and Name Change

Under the terms of the Business Combination Agreement, the Company intends to, prior to the Effective Time, (i) effect a consolidation (the “Consolidation“) of its outstanding common shares (the “Common Shares“) on the basis of five (5) pre-consolidation Common Shares for every one (1) (the “Consolidation Ratio“) post-consolidation Common Share (each, a “Post-Consolidation Common Share“), and (ii) effect a change of its corporate name to “Paycore Minerals Inc.” or such other name as determined by GoldCo and is acceptable to the applicable regulatory authorities (the “Name Change“). Please refer to the Company’s news release dated October 12, 2021 for additional information on the Consolidation and the Name Change.

Proposed Directors and Executive Officers

Upon completion of the Proposed Qualifying Transaction, the directors and officers of the Resulting Issuer are expected to be as follows:

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Please refer to the Company’s news release dated October 12, 2021 for additional information on, and the biographies of, each of the foregoing individuals. As previously disclosed, immediately upon the closing of the Qualifying Transaction, it is expected that, in addition to the above-noted directors and officers of the Resulting Issuer, Waterton will be an Insider (as defined in the Corporate Finance Manual of the TSXV) of the Resulting Issuer by virtue of holding not less than 35% of the Resulting Issuer Shares.

Concurrent Financing

In connection with the Qualifying Transaction, GoldCo is undertaking the Concurrent Financing, being a brokered and non-brokered private placement of subscription receipts of GoldCo at a price of C$2.10 per subscription receipt for minimum aggregate gross proceeds of C$12,001,500, and following the upsize, maximum aggregate gross proceeds of approximately C$16,000,000, including a portion which is non-brokered. The net proceeds of the Concurrent Financing will be held in escrow pending closing of the Qualifying Transaction by a subscription receipt agent (the “Subscription Receipt Agent“) to be appointed by GoldCo. Please refer to the Company’s news release dated November 8, 2021 for additional information on the Concurrent Financing. The brokered private placement is being co-led by Haywood Securities Inc., as sole bookrunner, and Canaccord Genuity Corp., on behalf of a syndicate of agents which includes Cormark Securities Inc. and Sprott Capital Partners LP (collectively, the “Agents“).

In addition to the consideration payable to the Agents described in the November 8, 2021 news release of the Company, and as consideration for certain advisory services rendered by the Agents in connection with the Qualifying Transaction, GoldCo has agreed to pay the Agents a cash advisory fee of approximately $140,000 plus applicable taxes (the “Advisory Fee“) and issue to the Agents an additional 75,000 compensation options of GoldCo (the “Advisory Compensation Options“). Each Advisory Compensation Option is exercisable to acquire one (1) subscription receipt of GoldCo at a price of C$2.10 per subscription receipt. 50% of the Advisory Fee shall be payable to the Agents upon the closing of the Concurrent Financing and the remainder shall be paid to the Agents upon release of the funds to be held in escrow by the Subscription Receipt Agent.

Other than the increase in the maximum size of the Concurrent Financing, the fact that the Concurrent Financing is expected to be comprised of a brokered and non-brokered component, and the Advisory Fee and the Advisory Compensation Options described above, all other terms of the Concurrent Financing remain as described in the November 8, 2021 news release of the Company. GoldCo also hereby clarifies that the compensation options of GoldCo (the “Compensation Options“) to be issued to the Agents will be exercisable to acquire GoldCo Shares (rather than subscription receipts of GoldCo), and shall, upon completion of the Qualifying Transaction, be automatically exchanged for one compensation option of the Resulting Issuer. All other terms of the Compensation Options remain as described in the November 8, 2021 news release of the Company.

Consideration under the Qualifying Transaction

Pursuant to the Amalgamation, each GoldCo Share outstanding immediately prior to the Effective Time, other than Dissenting GoldCo Shares held by Dissenting GoldCo Shareholders, will be exchanged for one (1) Post-Consolidation Common Share, at a deemed value of C$2.10 per Post-Consolidation Common Share, for the purposes of the TSXV. In the event that the Concurrent Financing is completed for minimum aggregate gross proceeds of C$12,001,500, it is expected that an aggregate of 24,131,091 Post-Consolidation Common Shares will be issued in connection with the Qualifying Transaction, comprised of (i) an aggregate of 9,374,500 Post-Consolidation Common Shares issued to the current GoldCo Shareholders, (ii) an aggregate of 5,715,000 issued to the subscribers in the Concurrent Financing, and (iii) an aggregate of 9,041,591 Post-Consolidation Common Shares (being, the Payment Shares) issued to Waterton. In the event that the Concurrent Financing is completed for maximum aggregate gross proceeds of approximately C$16,000,000, it is expected that an aggregate of 26,876,248 Post-Consolidation Common Shares will be issued in connection with the Qualifying Transaction, comprised of (i) an aggregate of 9,374,500 Post-Consolidation Common Shares issued to the current GoldCo Shareholders, (ii) an aggregate of 7,619,048 issued to the subscribers in the Concurrent Financing, and (iii) an aggregate of 9,882,700 Post-Consolidation Common Shares (being, the Payment Shares) issued to Waterton.

The following table sets forth the anticipated fully diluted share capital of the Resulting Issuer, after giving effect to the Concurrent Financing and the Qualifying Transaction, as well as the issuance of the Payment Shares to Waterton upon Golden Hill exercising the option to acquire a 100% ownership interest in the FAD Property (which will occur concurrently with the closing of the Qualifying Transaction).

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Company Shareholder Approval

The Qualifying Transaction is not a Non Arm’s Length Qualifying Transaction (as defined in the Policy) and, accordingly, the Company is not required to obtain the approval of its shareholders for the Qualifying Transaction. However, the Company held a special meeting of its shareholders on October 14, 2021 (the “Special Meeting“), at which the shareholders of the Company approved certain matters ancillary to the Qualifying Transaction, including the Name Change, the Consolidation, the election of the proposed directors of the Resulting Issuer, the adoption of a new stock option plan for the Resulting Issuer, and the potential creation of a proposed control person of the Resulting Issuer.

For more information about the items of business approved at the Special Meeting, please refer to the Company’s management information circular dated September 15, 2021 (the “Circular“), which is available under the Company’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR“) at www.sedar.com.

Conditions Precedent

The completion of the Qualifying Transaction remains subject to a number of terms and conditions set forth in the Business Combination Agreement, including, among other things (i) there being no material adverse change in respect of either of the Parties, (ii) the receipt of all necessary consents, orders and regulatory and shareholder approvals, including the conditional approval of the TSXV, subject only to customary conditions of closing, (iii) the completion of the Consolidation, Name Change, and the Concurrent Financing (for minimum aggregate gross proceeds of not less than C$12,000,000), (iv) the reconstitution of the board of directors and officers of the Resulting Issuer to be comprised of the individuals nominated by GoldCo, subject to compliance with the requirements of the TSXV and applicable securities and corporate laws, (v) the satisfaction, or waiver (where permitted) of all conditions precedent to the completion of the transactions contemplated by the Option Agreement (other than (A) the payment of the cash consideration payable to Waterton thereunder, and (B) the issuance of the securities of the Resulting Issuer issuable to Waterton thereunder), such that the transactions contemplated by the Option Agreement (other than the issuance of the aforementioned securities) shall be consummated substantially concurrently with the closing of the Qualifying Transaction, and (vi) such other customary conditions of closing for a transaction in the nature of the Qualifying Transaction. Accordingly, there can be no assurance that the Qualifying Transaction will be completed on the terms proposed and described herein, or at all.

Readers are cautioned that, in reviewing the terms of the Qualifying Transaction, the TSXV may require further amendments to the proposed terms upon which the Company and GoldCo propose to complete the Qualifying Transaction, including, without limitation, certain amendments to the Option Agreement and/or the CVR Agreement to, among other things, fix the maximum number of True-Up Shares and True-Up Warrants issuable to Waterton, as well as any Resulting Issuer Shares issuable in satisfaction of any Milestone Payments.

Additional Information

Further details of the Qualifying Transaction may be found in the prior news releases of the Company dated July 16, 2021, October 12, 2021, and November 8, 2021. Future updates in respect of the Qualifying Transaction will be provided in a subsequent news release, and additional information concerning the Qualifying Transaction, the Company, GoldCo, and the Resulting Issuer will be provided in the filing statement (the “Filing Statement“) to be filed by the Company and GoldCo in connection with the Qualifying Transaction, which will be available in due course under the Company’s SEDAR profile at www.sedar.com.

Readers are cautioned that, except as disclosed in the Circular or the Filing Statement, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

About GoldCo

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GoldCo is a private company incorporated under the Business Corporations Act (Ontario). Pursuant to the terms of the Option Agreement, GoldCo, through Golden Hill, has the option to acquire a 100% interest in the “FAD Property” (the “FAD Property“) located on the Eureka-Battle Mountain trend in Nevada, USA. The FAD Property is host to the high-grade poly-metallic FAD Deposit that was partially delineated with surface and underground drilling in the 1940s and 1950s. Other than as disclosed in the news release of the Company of November 8, 2021, there has been no modern-day exploration or drilling completed on the FAD Property since the 1950s.

The FAD Property is located less than 3 miles from Eureka, Nevada and has established infrastructure, including a shaft, roads and old buildings.

Select Financial Information

The following table presents selected financial statement information with respect to GoldCo. Such information is derived from the audited financial statements of GoldCo for the period from incorporation on July 16, 2020 to December 31, 2020, and the unaudited interim financial statements of GoldCo for the nine months ended September 30, 2021 (collectively, the “GoldCo Financial Statements“). The information provided herein should be read in conjunction with the GoldCo Financial Statements, which will be contained in the Filing Statement to be filed by the Company and GoldCo on SEDAR in connection with the Qualifying Transaction.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States or in any other jurisdiction, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and accordingly, may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom.

About Aardvark Capital Corp.

The Company is a capital pool company (within the meaning of the Policy) incorporated under the Business Corporations Act (Ontario) on January 29, 2021. It is a reporting issuer in the provinces of British Columbia, Alberta, Ontario, New Brunswick and Nova Scotia, with its registered and head office located in Toronto, Ontario. The Company has no commercial operations and no assets other than cash.

Cautionary Statements

This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements“) within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “will”, “estimates”, “believes”, “intends” “expects” and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning the Qualifying Transaction (including the Name Change, the Consolidation, the Concurrent Financing, and the exercise by Golden Hill of the option to acquire a 100% interest in the FAD Property). Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Parties, including expectations and assumptions concerning (i) the Company, GoldCo, the Resulting Issuer, and the Qualifying Transaction, (ii) the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the approval of the TSXV, and (iii) the satisfaction of other closing conditions in accordance with the terms of the Business Combination Agreement, Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Parties. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the respective management of the Parties at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

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The forward-looking statements contained in this news release are made as of the date of this news release, and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, neither Party undertakes any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to the requirements of the TSXV. There can be no assurance that the Qualifying Transaction will be completed at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Further Information

All information contained in this news release with respect to the Company and GoldCo was supplied by the respective Party for inclusion herein, and each Party and its directors and officers have relied on the other Party for any information concerning the other Party. For certainty, all information in this release with respect to the FAD Property, Wateron, the Concurrent Financing and the proposed officers and directors of the Resulting Issuer was supplied by GoldCo for inclusion herein, and the Company and its directors and officers have relied on GoldCo for any information related thereto.

For further information please contact:

Aardvark Capital Corp.
Zachary Goldenberg
C.E.O, and Director
Telephone: 647-987-5083
Email: zach@libertyvp.co

2766604 Ontario Ltd.
Christina McCarthy
President, CEO, Director
Telephone: 416-712-6151
Email: Christina.mccarthy10@gmail.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 

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